-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DlshFSlblw7cCZmyd1SJhnXCgGGSJWIuIFbWNVPWNrBB+DBhulxVi1zEYW10bzP7 O+aWjVGwYQ1JHKSX3YM7xw== 0000883422-99-000034.txt : 19990322 0000883422-99-000034.hdr.sgml : 19990322 ACCESSION NUMBER: 0000883422-99-000034 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990319 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TAUBMAN CENTERS INC CENTRAL INDEX KEY: 0000890319 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 382033632 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-43095 FILM NUMBER: 99568711 BUSINESS ADDRESS: STREET 1: 200 E LONG LAKE RD STREET 2: SUITE 300 P O BOX 200 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48303-0200 BUSINESS PHONE: 2482586800 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS INVESTMENT MANAGEMENT CORP CENTRAL INDEX KEY: 0000883422 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 382903925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: STATE STREET BANK STREET 2: 1 ENTERPRISE DRIVE CITY: QUINCY STATE: MA ZIP: 02171 MAIL ADDRESS: STREET 1: STATE STREET BANK STREET 2: 1 ENTERPRISE DRIVE CITY: QUINCY STATE: MA ZIP: 02171 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL FILING (Amendment No. "____") Taubman Centers Inc. (NAME OF ISSUER) Common (TITLE CLASS OF SECURITIES) 876664103 (CUSIP NUMBER) 12/31/98 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: (X) RULE 13D-1(B) ( ) RULE 13D-1(C) ( ) RULE 13D-1(D) *THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER THE DISCLOSURES PROVIDED IN A PRIOR COVER PAGE. THE INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE NOTES). CUSIP NO. 876664103 13G PAGE 2 OF 12 1. NAME OF REPORTING PERSON/EIN State Street Bank and Trust Company, as trustee for General Motors Hourly -Rate Employes Pension (Trust) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.* NOT APPLICABLE A __ B __ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York, New York 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 4,034,404 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 4,034,404 9. TOTAL BENEFICIALLY OWNED 4,034,404 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.62% 12. TYPE OF REPORTING PERSON* EP CUSIP NO. 876664103 13G PAGE 3 OF 12 1. NAME OF REPORTING PERSON/EIN State Street Bank and Trust Company, as trustee for General Motors Salaried Employes Pension (Trust) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.* NOT APPLICABLE A __ B __ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York, New York 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 4,034,403 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 4,034,403 9. TOTAL BENEFICIALLY OWNED 4,034,403 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.62% 12. TYPE OF REPORTING PERSON* EP CUSIP NO. 876664103 13G PAGE 4 OF 12 1. NAME OF REPORTING PERSON/EIN State Street Bank and Trust Company, as trustee for General Motors Employes Global Group Pension Trust (Trust) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.* NOT APPLICABLE A __ B __ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York, New York 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 308,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 308,000 9. TOTAL BENEFICIALLY OWNED 308,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .58% 12. TYPE OF REPORTING PERSON* EP CUSIP NO. 876664103 13G PAGE 5 OF 12 1. NAME OF REPORTING PERSON/EIN General Motors Investment Management Corporation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.* NOT APPLICABLE A __ B __ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 8,376,808 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 8,376,808 9. TOTAL BENEFICIALLY OWNED 8,376,808 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.82% 12. TYPE OF REPORTING PERSON* IA, CO SCHEDULE 13G PAGE 6 OF 12 ITEM 1. (A) NAME OF ISSUER Taubman Centers Inc. ("TCO") (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 200 East Long Lake Road Suite 300 P.O. Box 200 Bloomfield Hills, MI 48303 ITEM 2. (A) NAME OF PERSON FILING (SSB or other) (i) State Street Bank and Trust Company, as trustee for General Motors Hourly-Rate Employes Pension Trust ("Trust") (ii) State Street Bank and Trust Company, as trustee for General Motors Salaried Employes Pension Trust ("Trust") (iii) State Street Bank and Trust Company, as trustee for General Motors Employes Global Group Pension Trust ("Trust") (iiii)General Motors Investment Management Corporation ("GMIMCo") (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE (i) General Motors Hourly-Rate Employes Pension Trust c/o State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110 (ii) General Motors Salaried Employes Pension Trust c/o State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110 (iii) General Motors Employes Global Group Pension Trust c/o State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110 (iiii)GMIMCo 767 Fifth Avenue New York, NY 10153 (C) CITIZENSHIP (i) General Motors Hourly-Rate Employes Pension Trust - New York (ii)General Motors Hourly-Rate Employes Pension Trust - New York (iii)General Motors Employes Global Group Pension Trust - New York (iiii)GMIMCo - Delaware (D) TITLE CLASS OF SECURITIES Common (E) CUSIP NUMBER 876664103 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (select either E or F) (E) [X] Investment Adviser registered under section 203 of the Investment Advisors Act of 1940 (in the case of GMIMCo) (F) [X] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund (in the case of the Trust) PAGE 7 OF 12 ITEM 4. OWNERSHIP The Trust is a trust formed under and for the benefit of one or more employee benefit plans ("Plans") of General Motors Corporation ("GM") and its subsidiaries. GMIMCo is registered as an investment adviser under the Investment Advisers Act of 1940. Its principal business is providing investment advice and investment management services with respect to the assets of the Plans and of certain direct and indirect subsidiaries of GM and associated entities. The Trust and GMIMCo are referred to herein as the "Reporting Persons." GMIMCo has the responsibility to select and terminate investment managers with respect to the Plans. It also itself manages certain assets of the Plans. GMIMCo has discretionary authority over the assets of the Plans which they manage including voting and investment power with respect to securities of the Issuer included among such assets. In view of GMIMCo's management of certain assets of the Plans, the following information is being provided as of December 31, 1998 with respect to such securities of the Issuer under management for the benefit of the Plans (1) (III) AMOUNT BENEFICIALLY OWNED (i) General Motors Hourly-Rate Employes Pension Trust - 4,034,404 (ii) General Motors Hourly-Rate Employes Pension Trust - 4,034,403 (iii)General Motors Employes Global Group Pension Trust - 308,000 (iiii) GMIMCO - 8,376,807 (III) PERCENT OF CLASS (i) General Motors Hourly-Rate Employes Pension Trust - 7.62% (ii)General Motors Hourly-Rate Employes Pension Trust - 7.62% (iii)General Motors Employes Global Group Pension Trust - .58% (iiii) GMIMCO - 15.82% (III) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (III) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 0 (III) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 8,376,808 (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 0 (IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 8,376,808 The various trusts established under the Plans invest in a variety of investment media, including publicly traded and privately placed securities. Such investments could include shares of the Issuer and/or other securities of the Issuer in addition to those referred to in this statement ("Additional Securities"). The investment and voting decisions regarding any Additional Securities which might be owned by such trusts are made by the trustees thereof or unrelated investment managers, who, in so acting, act independently of GMIMCo (although the appointment of such investment managers is subject to authorization of and termination by GMIMCo as noted above). No information regarding any such holdings by such trusts under the Plans is contained in this statement. PAGE 8 OF 12 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS NOT APPLICABLE - - - - - - - - - - - - - - - - - - (footnotes) (1)Pursuant to Rule 13d-4. The Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such Person is, for the purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement. PAGE 9 OF 12 ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. NOT APPLICAPLE ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY NOT APPLICABLE ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP NOT APPLICABLE ITEM 9. NOTICE OF DISSOLUTION OF GROUP NOT APPLICABLE ITEM 10. CERTIFICATION By signing below the undersigned certifies that, to the best of the undersigned's knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. PAGE 10 OF 12 [SIGNATURE] After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 18, 1999 STATE STREET BANK AND TRUST COMPANY, As trustee for GENERAL MOTORS HOURLY-RATE EMPLOYES PENSION TRUST (as directed by General Motors Investment Management Corporation) By: /s/ Michael Connors Name: Michael Connors Title: Assistant Vice President STATE STREET BANK AND TRUST COMPANY, As trustee for GENERAL MOTORS SALARIED EMPLOYES PENSION TRUST (as directed by General Motors Investment Management Corporation) By: /s/ Michael Connors Name: Michael Connors Title: Assistant Vice President STATE STREET BANK AND TRUST COMPANY, As trustee for GENERAL MOTORS EMPLOYES GLOBAL GROUP PENSION TRUST (as directed by General Motors Investment Management Corporation) By: /s/ Michael Connors Name: Michael Connors Title: Assistant Vice President PAGE 11 OF 12 After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 18, 1999 GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION By: /s/ Charles Froland Name: Charles Froland Title: Managing Director PAGE 12 OF 12 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date with respect to the beneficial ownership by the undersigned of shares of common stock, of Taubman Centers Inc. is being, and any and all amendments to such Schedule may be, filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Dated: March 18, 1999 STATE STREET BANK AND TRUST COMPANY, As trustee for GENERAL MOTORS HOURLY-RATE EMPLOYES PENSION TRUST (as directed by General Motors Investment Management Corporation) By: /s/ Michael Connors Name: Michael Connors Title: Assistant Vice President STATE STREET BANK AND TRUST COMPANY, As trustee for GENERAL MOTORS SALARIED EMPLOYES PENSION TRUST (as directed by General Motors Investment Management Corporation) By: /s/ Michael Connors Name: Michael Connors Title: Assistant Vice President STATE STREET BANK AND TRUST COMPANY, As trustee for GENERAL MOTORS EMPLOYES GLOBAL GROUP PENSION TRUST (as directed by General Motors Investment Management Corporation) By: /s/ Michael Connors Name: Michael Connors Title: Assistant Vice President GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION By: /s/ Charles Froland Name: Charles Froland Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----